Benton spins out Great Burnt to shareholders at $15.0M valuation; raises $10.0M

Thunder Bay, Ontario--(Newsfile Corp. - July 27, 2026) - Benton Resources Inc. (TSXV: BEX) ("Benton" or the "Company"), is pleased to announce the execution of a letter agreement (LA) dated July 24, 2026 with privately held Silverback Metals Corp. ("Silverback") to create a new well-funded public resource company ("Spinco") which will own several mineral projects including Benton's Great Burnt Project. The LA provides that on completion of the transactions described below, Benton will spin out substantially all of its Spinco Shares to Benton shareholders pro rata as a return of capital. Spinco will be led by Silverback's management team, including experienced mining executive Vincent Dubé-Bourgeois as Executive Chairman, and exploration geologist Chris Arsenault, P.Geo., as Chief Executive Officer.

Mr. Arsenault has experience managing grassroots and advanced-stage exploration programs across Newfoundland and Labrador, Yukon, British Columbia, Ontario and the southwestern United States. The team will be advised by well known mining executive Denis Laviolette, who brings a wealth of experience in exploration geology and capital markets. A private placement, to be completed concurrently with the closing of the agreement, will provide $10 million in immediately available exploration funds.

The Spinco shares will be distributed to Benton Shareholders on a ratio to be determined as of a future record date coordinated with the TSX venture Exchange after the completion conditions described have been met. Further information regarding the transaction including determination of the ratio of shares will be included in future news releases. The formation, financing and spin-out of Spinco will be effected by way of a share capital reorganization pursuant to a statutory plan of arrangement (the "Arrangement") under the arrangement provisions of the Business Corporations Act (British Columbia) (the "Act").

Upon the arrangement becoming effective, Benton shareholders would own shares in two public companies: Benton and Spinco, with Spinco focusing on the development of the Great Burnt Project. Benton will continue to build its diverse portfolio of projects in Canada, while also seeking to generate new prospective mineral properties, as it has successfully done in the past. The reorganization will be effected pursuant to s. 289 of the Act, which requires an affirmative vote of 66 2/3% of Benton's shareholders and its fairness must be approved by the Supreme Court of British Columbia.

Shareholders approval will be sought at a meeting to be convened for about mid-October 2026 (the "Meeting"). Benton will apply pro forma for a listing of the Spinco Shares on the TSX Venture Exchange ("TSX-V") and it is a condition to completion that the listing is accepted. These steps mirror the process Benton followed when creating, spinning out, distributing, and listing the Vinland spin-out shares in 2025.

Holders of Benton convertible securities such as options and warrants will have their exercise prices appropriately adjusted downwards. Benton also believes that having a separately funded early-exploration business will accelerate development of the Great Burnt project. Benton will retain a 1% NSR on the Great Burnt property (one-half of which can be purchased by Spinco for $1 million).